The long-term goal of this project is to understand the interaction between brain systems subserving different aspects of memory function. Decades of neuropsychological and behavioral studies have emphasized the dissociation between distinct forms of memory (such as non-declarative vs. declarative memory), each supported by distinct anatomical and functional systems. The studies proposed here will use functional imaging (fMRI) to begin exploring how and when such systems may interact in the healthy brain. The studies will focus on the interaction between incremental stimulus-response learning (a form of non-declarative learning) and episodic memory (a form of declarative memory). Incremental learning is thought to depend critically on the basal ganglia (BG), while episodic memory is supported by the medial temporal lobes (MTL). The proposed research program aims to examine how the BG and MTL interact during memory formation, and the implication of this interaction for memory function. The resulting knowledge is expected to enhance our understanding of memory processes in the intact brain, as well as for understanding the nature of memory impairments in various neurological diseases, including Parkinson's and Alzheimer's disease.